EX-10.6






Exhibit 10.6




L-3 COMMUNICATIONS HOLDINGS, INC.

1999 LONG TERM PERFORMANCE PLAN




AMENDMENT #1 TO RESTRICTED STOCK UNIT AGREEMENTS




     WHEREAS, L-3 Communications Holdings, Inc. (“L-3”) previously maintained the L-3
Communications Holdings, Inc. Amended and Restated 1999 Long Term Performance Plan (the “Plan”);



     WHEREAS, between August 2, 2006 and February 4, 2008, L-3 awarded restricted stock units under
the Plan to employees of L-3 and its subsidiaries, the terms of which were governed by Restricted
Stock Unit Agreements (the “RSU Agreements”); and



     WHEREAS, on July 29, 2008, the Compensation Committee of the Board of Directors of L-3, acting
pursuant to Section 8(d) of the Plan, approved the amendment of the Restricted Stock Unit
Agreements as contemplated hereunder.



     NOW THEREFORE, effective as of July 29, 2008, each of the RSU Agreements is amended as
follows:




	 	1.	 	Section 1 is amended by adding the following to the end thereof:
	 
	 		 	(g) “Section 409A Change of Control Event” shall mean a change in ownership or
effective control of the Corporation, or in the ownership of a substantial portion
of the assets of the Corporation, within the meaning of Section 409A(a)(2)(A)(v) of
the Code.
	 
	 	2.	 	The first sentence of Section 6 is deleted and replaced with the following:
	 
	 	 	 	Upon the occurrence of a “change of control” that constitutes a Section 409A Change
of Control Event, the Restricted Period shall automatically terminate and the Shares
shall thereafter be issued to the Participant in accordance with Section 13. In the
event of any other “change of control,” the Restricted Period shall not be
immediately affected, but shall subsequently terminate (and the Shares shall
thereafter be issued to the Participant in accordance with Section 13) upon the
earliest to occur of: (a) a Section 409A Change of Control Event, (b) the
Participant’s death, (c) the six-month anniversary of the termination of the
Participant’s employment with the Corporation and its subsidiaries due to
“disability” (as defined in Section 7(c) hereof) or (d) the third anniversary of the
Grant Date.
	 
	 	3.	 	The first sentence of Section 7(a) is deleted and replaced with the following:
	 
	 	 	 	In the event that the Participant’s employment with the Corporation and its
subsidiaries is terminated (other than by reason of death, “retirement” or
“disability,” as defined below) prior to the expiration or termination of the
Restricted Period and prior to the occurrence of a “change of control” (as defined
in Section 6), the Participant shall forfeit the Restricted Units and all of the
Participant’s rights hereunder shall cease (unless otherwise provided for by the
Committee in accordance with the Plan).
	 
	 	4.	 	The first sentence of Section 7(b) is deleted and replaced with the following:
	 
	 	 	 	In the event the Participant terminates employment with the Corporation and its
subsidiaries because of “retirement” prior to the expiration or termination of the





 









 











	 	 	 	Restricted Period and prior to the occurrence of a “change of control” (as defined
in Section 6), the Restricted Period shall not be affected and shall expire with the
passage of time in accordance with paragraph 4, except that (i) in the event that
the Participant dies following retirement but prior to the expiration of the
Restricted Period, the Restricted Period shall automatically terminate and the
Shares shall thereafter be delivered to the Participant’s transferee(s) in
accordance with Sections 5 and 13 and (ii) the Restricted Period may earlier
terminate in accordance with Section 6.
	 
	 	5.	 	The first sentence of Section 7(c) is deleted and replaced with the following:
	 
	 	 	 	If the Participant’s employment with the Corporation and its subsidiaries is
terminated because of death, the Restricted Period shall automatically terminate and
the Shares shall thereafter be issued to the Participant (or to the Participant’s
transferee(s) under Section 5 as the case may be) in accordance with Section 13. If
the Participant’s employment with the Corporation and its subsidiaries is terminated
because of “disability,” the Restricted Period shall not be immediately affected,
but shall subsequently terminate (and the Shares shall thereafter be issued to the
Participant in accordance with Section 13) upon the earliest to occur of: (i) the
six-month anniversary of the date of termination, (ii) the Participant’s death,
(iii) a Section 409A Change of Control Event or (iv) the third anniversary of the
Grant Date.
	 
	 	6.	 	The first sentence of Section 13 is deleted and replaced with the following:
	 
	 	 	 	Upon the expiration or termination of the Restricted Period and payment by the
Participant of any applicable taxes pursuant to Section 14 of this Agreement, the
Corporation shall, as soon as reasonably practicable (and in any event within 75
days of the termination or expiration of the Restricted Period), but subject to any
delay necessary to comply with Section 12 hereof, issue the Shares to the
Participant, free and clear of all restrictions; provided, that if the
termination of the Restricted Period results from a Section 409A Change of Control
Event, then notwithstanding the foregoing, the Shares shall be issued within 30 days
of the Section 409A Change of Control Event.





	 	 	 	 	 
	 	 	 
	 	By:  	L-3 COMMUNICATIONS HOLDINGS, INC.
 	 
	 	 	 
	 	
Michael T. Strianese

President and Chief Executive Officer 
	 
	 	 	 
	 	
 	 
	 	Steven M. Post 	 
	 	Senior Vice President, General Counsel and

Corporate Secretary 	 
	 




2